Exhibit 10.2


 


Workhorse Group Inc.


 


100 Commerce Drive


 


Loveland, Ohio 45140


 


December 17, 2015


 


Benjamin Samuels


 


Letter of Appointment – Board of Directors


 


Dear Mr. Samuels:


 


We are pleased to offer you the role
as a director of the Board of Directors (the “Board”) of Workhorse Group Inc. (the “Company”). This letter
contains the terms of your appointment as a director of the Board of Directors of the Company and will be effective from the date
of the signing of this letter.


 


	1.	Your Duties:




 


		a)	You will be expected to attend all meetings (either in
person or by teleconference) of the Board of the Company, of which we expect to hold approximately four per annum as well as sign
all written consents if you deem appropriate. In addition, you will be expected to perform such other duties as are reasonably
contemplated by your holding office as a director of the Company or which may reasonably be assigned to you by the Board from
time to time.



 


		b)	As a director you will:



 


		i)	Perform to the best of your abilities and knowledge the
duties reasonably assigned to you by the Board from time to time, whether during or outside business hours and at such places
as the Board reasonably requires;



 


	 	ii)	Use all reasonable efforts to promote the interests of the Company;


 


	 	iii)	Attend directors’ meetings;


 


		iv)	Act in the best interests of the Company; and



 


		v)	Work closely with the Board of Directors and the Chief
Executive Officer.



 


		c)	As you will appreciate, however, your time commitment
will ultimately be a product of the matters confronting the Company from time to time and matters properly requiring your attention
as a director of the Company.



 






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	2.	Remuneration:



 


	 	a)	Fees 


 


		i)	The Company will pay you an annual fee of US$40,000.



 


		ii)	The Company shall pay the annual fee in equal monthly installments
in arrears on the last day of each month. Your first and last installments of the annual fee will be apportioned if necessary.
The fee will be paid by wire to your nominated bank account.



 


	 	iii)	Your fees shall be subject to adjustment periodically as determined by the Board. 


 


	 	b)	Options: The Company shall grant you options to purchase 50,000 shares of the Company’s common stock at US$7.01 (price to be equal to the ten day closing average prior to appointment) per share. The options will expire five years from the vesting period. Options will vest as follows: 10,000 shall vest on the effective date of this agreement and 4,000 on June 30 and December 31 of every year thereafter.


 


	3.	Expenses: Subject to you providing the Company with receipts or other evidence of payment, the Company will pay for or reimburse
you for all travelling, hotel and other expenses reasonably incurred by you in connection with attending and returning from Board,
Committee, Company, meetings or otherwise in connection with the Company's business. Reasonable travel and out of pocket expenses
used in connection with the business of the Group shall include:




 


		a)	Cell phone bills;



 


		b)	Domestic and international travel (economy class under
4 hours and business class over 4 hours); and



 


		c)	Hotel accommodation.



 


	4.	Termination of Appointment:




 


		a)	Your appointment as the Director may be terminated at any
time by the vote of the stockholders of the Company in accordance with the certificate of incorporation and bylaws of the Company.



 


		b)	You acknowledge and agree that if the shareholders of the
Company terminate your appointment, you will have no claim of any kind against the Company by reason of the termination.



 


	 	c)	You are at liberty to terminate the appointment at any time by notice in writing to the Company. 


 


	5.	What happens after termination of appointment? If your appointment is terminated for any reason or you resign for any reason:




 


		a)	The Company may set off any amounts you owe the Company
against any amounts the Company owes to you as a Director at the date of termination except for amounts the Company is not entitled
by law to set off;



 


		b)	You must return all the Company's property (including property
leased by the Company) to the Company on termination including all written or machine readable material, software, computers,
credit cards, keys and vehicles; and



 


	 	c)	You must not record any confidential information in any form after termination. 


 






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	6.	Prohibited Activities:




 


		a)	You undertake to the Company that you will not during the
term of your appointment engage in a business or an activity that would place you in a position of conflict in respect of the
performance of your duties.



 


		b)	The terms of your appointment do not restrict you
from accepting appointment as a director of any other company outside of the Company’s industry, providing consulting services
or any other business or other activity whatsoever. The Company acknowledges and accepts your current roles as a director.
You recognize that the services to be performed by you under the Agreement are special, unique and extraordinary. The parties
confirm that it is reasonably necessary for the protection of the Company's goodwill that you agree, and accordingly, you do hereby
agree and covenant, that during your term as director, you will not, directly or indirectly, except for the benefit of the Company:



 


	 	i.	become an officer, director, more than 2% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the same or any similar business competitive with that of the Company (including the Company's present and future subsidiaries and affiliates) (the "Business"); or


 


	 	ii.	solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties from parties who were customers of the Company (including its present and future subsidiaries and affiliates) at any time during your term, any business similar to the business transacted by the Company with such customer; or


 


	 	iii.	accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of your or third parties, business from any such customers of the Company (including its present and future subsidiaries and affiliates); or


 


	 	iv.	solicit, or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of you or third parties, any persons who were at any time during your term hereunder, employees of the Company (including its present and future subsidiaries and affiliates); or


 


	 	v.	employ or cause or authorize, directly or indirectly, to be employed for or on behalf of yourself or third parties, any such employees of the Company (including its present and future subsidiaries and affiliates); or


 


	 	vi.	use the tradenames, trademarks, or trade dress of any of the products of the Company (including its present and future subsidiaries and affiliates); or any substantially similar tradename, trademark or trade dress likely to cause, or having the effect of causing, confusion in the minds of manufacturers, customers, suppliers and retail outlets and the public generally.


 


You acknowledge the intention that the
Company shall have the broadest possible protection of the value of its business consistent with public policy, and it will not
violate the intent of the parties if any court should determine that, consistent with established precedent of the forum state,
the public policy of such state requires a more limited restriction in geographical area or duration of the aforesaid covenant
not to compete, contained in an appropriate decree.


 






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	 	c)	Except as permitted in this Agreement or as approved by the Company, you will not (i) use any Confidential Information (as defined below) or (ii) disseminate or in any way disclose the Confidential Information to any person, firm, business or governmental agency or department. You may use the Confidential Information to perform your Duties for the benefit of Company. You shall treat all Confidential Information with the same degree of care as you accord to your own confidential information, but in no case shall you use less than reasonable care. You shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. You shall assist Company in remedying any the unauthorized use or disclosure of the Confidential Information. You agree not to communicate any information to Company in violation of the proprietary rights of any third party.


 


“Confidential Information”
means (a) any technical and non-technical information related to the Company’s business and current, future and proposed
products and services of Company, including for example and without limitation, Company innovations, intellectual property, and
information concerning research, development, design details and specifications, financial information, procurement requirements,
engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business
plans, and provided, in each case, that each is marked as “confidential” or “proprietary” and (b) any information
that Company has received from others that may be made known to you and that Company is obligated to treat as confidential or proprietary,
and provided, in each case, that each is marked as “confidential” or “proprietary”.


 


	7.	Notices and Other Communications:




 


		a)	Service of Notices: A notice, demand, consent, approval
or communication under this letter (collectively a “Notice”) must be:



 


		i)	In writing and in English directed to the address advised
by the recipient for notices, as varied by any notice; and



 


		ii)	Hand delivered or sent by prepaid post or facsimile to
that address.



 


		b)	Effective on Receipt: A Notice given in accordance with
section 7a takes effect when received (or at a later time specified in the Notice), and is taken to be received:



 


		i)	If hand delivered, on delivery;



 


		ii)	If sent by prepaid post, two Business Days after the date
of posting (or seven Business Days after the date of posting if posted to or from outside The United States of America);



 


	 	iii)	If sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice;


 


but if the delivery, receipt or transmission
is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the Business Day
after that delivery, receipt or transmission.


 


	8.	Miscellaneous



 


		a)	Alterations: This letter may be altered only in writing
signed by each party.



 


		b)	Approvals and consents: Except where this letter expressly
states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under
this letter.



 


		c)	Assignment: This letter may NOT be assigned by either
party.



 






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	 	d)	Costs: Each party must pay its own costs of negotiating, preparing and executing this letter. 


 


		e)	Survival: Any indemnity in this letter is independent
and survives termination of this letter. Any other provision by its nature intended to survive termination of this letter survives
termination of this letter.



 


		f)	Counterparts: This letter may be executed in counterparts.
All executed counterparts constitute one document.



 


		g)	No Merger: The rights and obligations of the parties under
this letter do not merge on completion of any transaction contemplated by this letter.



 


		h)	Entire Agreement: This letter constitutes the entire agreement
between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the
parties in connection with its subject matter.



 


		i)	Further Action: Each party must do, at its own expense,
everything reasonably necessary (including executing documents) to give full effect to this letter and the transactions contemplated
by it.



 


		j)	Waiver: A party does not waive a right, power or remedy
if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or
remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy
must be in writing and signed by the party giving the waiver.



 


		k)	Relationship: Except where this letter expressly states
otherwise, it does not create a relationship of employment, agency or partnership between the parties.



 


		l)	Confidentiality: A party may only use the confidential
information of another party for the purposes of this letter, and must keep the existence of this letter and the terms of it and
the confidential information of another party confidential information except where:



 


		i)	The information is public knowledge (but not because of
a breach of this letter) or the party has independently created the information;or



 


	 	ii)	Disclosure is required by law or a regulatory body (including a relevant stock exchange). 


 


		m)	Announcements: A public announcement in connection with
this letter or a transaction contemplated by it must be agreed by the parties before it is made, except if required by law or
a regulatory body (including a relevant stock exchange).



 


	9.	Insurance: The Company has directors' and officers' liability insurance under which you are covered in the US and elsewhere for
all usual risks during the term of your appointment as the Director. The Company will maintain that cover for the full term of
your appointment.




 


	10.	Contract for Services: This is a contract for services and is not a contract of employment.




 






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	11.	Governing Law: This Agreement shall be governed by the laws of the State of Ohio (without giving effect to choice of law principles
or rules thereof that would cause the application of the laws of any jurisdiction other than the State of Ohio) and the invalidity
or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Any
provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.




 


Please sign the attached copy of this
letter to indicate that you have read, understood and accept the terms of your appointment.


 


Yours Sincerely,


 


Workhorse Group Inc.


  


By: /s/ Stephen S. Burns


Name: Stephen S. Burns


Title: CEO and Director


  


Agreed to and accepted by: 


 


/s/ Benjamin Samuels


Benjamin Samuels


 


 


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